Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the forensic accounting findings to date regarding payment flows from Torchlight Ganara Holdings Ltd. ("TGH") to Crestfield Advisory Partners Ltd. ("Crestfield") and direct disbursements from Torchlight Ganara Mining S.A. ("TGM") local accounts between 2019 and 2024. This memorandum is prepared at counsel's direction to inform the ongoing internal in

II. Scope and Methodology A. Scope of Forensic Review The forensic review covers the period from January 1, 2019 through October 31, 2024. This period was selected because it encompasses the entirety of Crestfield's engagement with TGH, beginning with the execution of the Government Relations Advisory Agreement on April 12, 2019, and extending through the last identified Crestfield invoice payment on October 31, 2024

1. Crestfield Invoice Register. The complete register of 24 invoices submitted by Crestfield to TGH between April 2019 and October 2024, obtained from TGH's financial records. Each invoice has been digitized and indexed by Pinnacle and is catalogued in Tab 1 of the Payment Flow Analysis Workbook.

2. Wire Transfer Confirmations and Bank Statements. Complete wire transfer confirmations and monthly bank statements from Meridian Commercial Bank for Account No. 7740-2281-0056, covering the full period under review. These records were produced by TGH under the document collection protocol established at the commencement of the investigation.

3. TGM General Ledger Extracts. Detailed general ledger extracts for GL 7450 (Community Relations Expenses), GL 7200 (Equipment and Vehicles), and GL 7310 (Travel and Hospitality) for the period January 2019 through October 2024, extracted from TGM's accounting system by Pinnacle with the cooperation of TGM's finance department.

4. Regency International Bank Statements and Cash Withdrawal Records. Monthly bank statements and cash withdrawal slips for Account No. GAN-4419-8837, produced by TGM.

5. Procurement Files and Purchase Orders. TGM procurement files, including purchase orders, vendor invoices, delivery confirmations, and related documentation for vehicle purchases and travel expenditures identified as relevant to the investigation.

6. Email Communications. Electronically stored information collected from the custodial files of 23 individuals by Marlowe Asset Management Digital Forensics Inc. The total data volume across all custodians is approximately 1.625 terabytes. Marlowe Asset Management has processed and loaded the data to a hosted review platform for attorney review and continues to support keyword searching, de-duplication, and threadin

7. Government Relations Advisory Agreement. The executed agreement between TGH (as "Client") and Crestfield Advisory Partners Ltd. (as "Advisor"), dated April 12, 2019, which sets forth the scope of Crestfield's engagement and the contractual fee structure. This document was produced from TGH's corporate files. C. Analytical Methodology Pinnacle Forensic Advisory has employed the following analytical methodologies in

III. Payment Channel 1: TGH Payments to Crestfield Advisory Partners Ltd. A. Background on the Crestfield Engagement The Government Relations Advisory Agreement (the "Agreement") between TGH and Crestfield Advisory Partners Ltd. was executed on April 12, 2019. Under the Agreement, TGH is designated as the "Client" and Crestfield as the "Advisor." The Agreement was signed on behalf of TGH by Marcus Delacroix, then Vic

Section 9.2 of the Agreement contains an anti-corruption representation pursuant to which Crestfield warranted its compliance with "all applicable anti-corruption laws" in the performance of its services. However, this representation is notably deficient in several respects: it does not specifically reference the FCPA or any other named statute; it does not require Crestfield to maintain books and records or internal

IV. Payment Channel 2: TGM Cash Withdrawals — GL 7450 ("Community Relations Expenses") A. Overview TGM maintained local currency operating accounts at Regency International Bank in Ganara City, Republic of Ganara (Account No. GAN-4419-8837). Between 2019 and 2024, a total of $890,000 (or the local currency equivalent) in cash withdrawals were made from this account and booked to General Ledger account 7450, described

V. Payment Channel 3: In-Kind Benefits — Vehicle Purchases and Travel A. Overview In addition to the Crestfield invoiced payments and the GL 7450 cash withdrawals, Pinnacle has identified approximately $630,000 in in-kind benefits provided to Ganaran government officials or their associates between 2019 and 2024. These benefits consist principally of vehicle purchases and travel-related expenses, and were booked acro

VI. Consolidated Payment Flow Summary A. Total Suspected Improper Payments The following table consolidates the suspected improper payments identified across all three payment channels: B. Estimated Allocation to Identified Government Officials Based on Pinnacle's preliminary tracing analysis and the evidence gathered to date, the estimated allocation of suspected improper payments to identified Ganaran government of

VII. Preliminary Observations and Red Flags Based on the forensic analysis completed to date, the following preliminary observations and red flags have been identified. These observations are presented in summary form for the Responsible Partner's review and will be incorporated into the forthcoming interim investigation report to the Audit Committee:

1. Excess payments without contractual authorization. Crestfield invoiced and was paid a total of $3,210,000 — exceeding the contractual maximum of $2,040,000 by $1,170,000. No contract amendment, addendum, or written justification for the excess payments has been identified in any corporate records. The magnitude of the overpayment and the absence of any documented authorization strongly suggest that the excess fund

2. Systematic circumvention of dual-approval requirements. Fourteen of the 24 Crestfield invoices exceeded $50,000 and were approved solely by Raymond Osei-Bonsu, in direct and repeated violation of Torchlight's Delegation of Authority Policy. All 24 invoices were processed without any review or oversight by Toronto-based financial officers. This pattern reflects a deliberate circumvention of internal controls design

3. Shell-company indicia. Crestfield Advisory Partners Ltd. exhibited classic characteristics of a shell company: it had no website, no employees other than its sole principal (Renard), and its registered address is a registered-agent office in Port Louis, Mauritius. Crestfield maintained no physical office, no identifiable operational infrastructure, and no publicly available credentials or track record in governmen

4. Absence of third-party due diligence. No due diligence file on Crestfield exists in Torchlight's compliance records. Torchlight's own Third-Party Due Diligence Policy, which requires enhanced due diligence for all intermediaries engaged to interact with government officials, was not followed in connection with the Crestfield engagement. The absence of any due diligence is particularly troubling given the nature of

5. Use of personal email. Marcus Delacroix, who introduced Crestfield to TGH and who signed the Government Relations Advisory Agreement on behalf of TGH, used personal (non-company) email in 37 identified communications with Renard regarding Crestfield matters. The use of personal email for business communications involving a third-party intermediary engaged for government relations activities is a significant red fl

6. Temporal correlation between payments and permits. As detailed in Section III.G above, there is a strong and consistent temporal correlation between elevated Crestfield invoice submissions and the issuance of each of the five mining permits or regulatory approvals obtained by TGM during the period under review. This correlation, combined with the above-market invoice amounts and the evidence of fund diversion, str

7. Inadequate documentation for cash withdrawals. The $890,000 in cash withdrawals booked to GL 7450 ("Community Relations Expenses") lacked adequate supporting documentation. The generic descriptions used to characterize these withdrawals — "community engagement activities," "stakeholder gifts," and the like — are inconsistent with legitimate community development expenditures, which would ordinarily be supported by

8. Mischaracterization of in-kind benefits. Approximately $630,000 in vehicle purchases and travel expenses were characterized in TGM's procurement records as "operational equipment" and "site visit logistics," descriptions designed to obscure the fact that these benefits were provided to Ganaran government officials and their associates rather than used for legitimate operational purposes.

VIII. Outstanding Forensic Work and Next Steps The forensic investigation remains ongoing. The following workstreams are in progress or planned for the near term:

1. Downstream Crestfield Tracing. Pinnacle continues to trace the downstream flows from Crestfield's Mauritian, Senegalese, and Ganaran accounts to identify the final beneficiaries of the estimated $2,410,000 in diverted funds. This analysis depends in part on the receipt of additional banking records through international production requests, as discussed below.

2. Identification of Other/Unidentified Recipients. Further analysis is required to determine the specific officials, intermediaries, and entities that received the approximately $1,920,000 currently attributed to "other/unidentified" recipients. Pinnacle is conducting additional cross-referencing of transaction data against public records, beneficial ownership registries, and open-source intelligence.

3. International Production Requests. The Firm is coordinating with Hargrove Whitfield LLP (BVI counsel; partner: Catherine Whitfield) and Ndong & Keïta Cabinet Juridique (Ganaran counsel; partner: Maître Salif Ndong) to obtain Crestfield bank records from institutions in Mauritius, Senegal, and the Republic of Ganara through formal international production requests. The timing and success of these requests will sign

4. Second-Wave Witness Interviews. A second wave of witness interviews is scheduled to take place in Ganara from April 28 through May 2, 2025. Key witnesses include Thomas Achebe (Finance Director, TGM) and Kwame Mensah (Procurement Manager, TGM), both of whom participated in preliminary interviews on April 28 and April 29, 2025, respectively. Follow-up interviews with these witnesses and additional TGM personnel are

5. Interim Investigation Report to the Audit Committee. An interim investigation report is targeted for presentation to the Audit Committee of the Board of Directors on May 15, 2025. The Audit Committee members — Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen — have been briefed at a high level on the scope and status of the investigation and are expecting a substantive update, including preliminary fi

6. Voluntary Self-Disclosure Analysis. The findings of this investigation will directly inform the Firm's analysis of whether Torchlight should make a voluntary self-disclosure ("VSD") to the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC"). The Firm has established a target decision deadline of June 30, 2025 for the VSD determination, in order to preserve the Company's abili

7. Financial Impact Assessment. Pinnacle and the Firm are conducting a preliminary financial impact assessment to estimate the Company's potential government exposure in the event of an enforcement action. Based on the current findings, the estimated exposure ranges from approximately $14.19 million to $19.63 million, calculated as follows: • DOJ criminal fine (based on applicable U.S. Sentencing Guidelines and alter

8. Continued Coordination with Advisors. The Firm will continue to coordinate closely with Pinnacle Forensic Advisory LLC (estimated total engagement fees: $1.8 million to $2.4 million) and Marlowe Asset Management Digital Forensics Inc. (engagement contact: Rachel Hartley) on the processing, review, and production of electronically stored information and the completion of the forensic accounting analysis.

IX. Attachments and Enclosures The following workbook is enclosed with this memorandum and is incorporated by reference herein: Payment Flow Analysis Workbook (payment-flow-analysis-workbook.xlsx) • Tab 1: Crestfield Invoice Register — Complete register of all 24 Crestfield invoices, including invoice dates, invoice numbers, descriptions, amounts, approval chain detail (approving officer, date of approval), and payme